Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 43564 (2)
Oa SECRETARY/111R MG Pay Connexions" Service Terms I JP UI --ORGAN CHM 1 Service and Service Terms. JL orflc r, V06-28-11 These Service Terms apply to JPMorgan Chase Bank, N.A. ("Bank") Services for Pay Connexion` ''r provided to City of Fort Worth, Texas ("Public Sector Entity"). Bank's account documentation, including account terms and conditions governing the operation of business accounts and services as well as other applicable service terms, (collectively, "Account Documentation"), are incorporated into these Service Terms by this reference. Capitalized terms used herein and not otherwise defined shall have the same meaning specified in the Account Documentation. 2. Definitions. 2.1 "API" or "Application Programming Interface" means an interface implemented by a software program that facilitates interaction between the Service and Public Sector Entity's software programs. For example, API includes a message request sent from the Service to another software program and a message response from one software program back to the Service. 2.2 "Authorized User" means a designated employee or agent of the Public Sector Entity. 2.3 "Call Center" means Bank's customer service operations, as applicable. 2.4 "Card" is an account, or evidence of an account, authorized and established between a Payor and a Payment Brand, or representatives or members of a Payment Brand that Public Sector Entity accepts from Payors as payment for a good or service. Cards include, but are not limited to, credit or debit cards, stored value cards, loyalty cards and electronic gift cards. 2.5 "Convenience Fee(s)" means a charge to a Payor's Card or checking or savings account for the convenience of using the payment channels offered via the Service, which includes the Internet, Point -of -Sale, IVR, Call Center, and API, as applicable, where such charge is collected by Bank, including as agent on behalf of Public Sector Entity, if applicable. 2.6 "Image File" means, if applicable, an electronic file containing a summary or detail Statement or payment information. 2.7 "IVR" means the Bank -provided interactive voice response system. 2.8 "Merchant Processor" means the provider of services necessary to authorize, process and settle, as applicable, Payors' Card transactions contemplated hereunder. 2.9 "NACHA" means the National Automated Clearing House Association. 2.10 "NACHA Rules" means the operating rules and guidelines of the National Automated Clearing House Association. 2.11 "Payment Brand" is any payment method provider whose payment method is accepted by Merchant Processor for processing, including, but not limited to Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, and debit network providers. Payment Brand also includes the Payment Card Industry Security Standards Council. 2.12 "Payment Brand Rules" are the bylaws, rules, and regulations, as they exist from time to time, of or required by the Payment Brands. 2.13 "Payor" means consumer or business customers of Public Sector Entity who access the Point -of -Sale, IVR, CaII Center or the Internet, as applicable, to initiate payments to Public Sector Entity. Where applicable, Payor also means the person or entity to whom a Card is issued or who is otherwise authorized to use a Card. 2.14 "Payor Information" means information related to a Payor or the Payor's Card, that is obtained by Public Sector Entity or Bank from the Payor's Card, or from the Payor solely in connection with his or her use of a Card (e.g., a security code, a PIN number, credit limits, account balances, or the Payor's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include the Card account number and expiration date, the Payor's name or date of birth, PIN data security code data (such as CW2 and CVC2), and any data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically, or otherwise stored thereon. For the avoidance of doubt, the data elements that constitute Payor Information shall be treated according to their corresponding meanings as "cardholder data" and "sensitive authentication data" as such terms are used in the then current Payment Card Industry Data Security Standards ("PCI DSS"). 2.15 "Point -of -Sale" or "POS" means electronic payment system used in Card -present transactions to verify and process Card information. 2.16 "Public Sector Entity Website" means a web site owned or operated by or on behalf of Public Sector Entity. 2.17 "Rules and Regulations" means the NACHA Rules, the Payment Brand Rules, or other applicable association or clearinghouse rules, the Security Standards, and all other applicable laws, regulations and industry rules, each as amended from time to time. 2.18 "Security Standards" are all rules, regulations standards or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payor Information, including but not limited to the PCI DSS, Visa's Cardholder Information Security Program ("CISP"), Discover s Information Security & Compliance Program, American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program ("SDP' ), Visa's Payment Application Best Practices ("PABP"), the Payment Card Industrv's Payment Appi cation Data Security City of Fort Worth, Texas Pay Connexion Service Terms iZ po4:51 IN OFFICIAL RECORD Page 1 of 16 CITY SECRETARY FT. WORTH, TX Standard ("PA DSS"), MasterCard's POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. 2.19 "Service(s)" means the specific service(s) provided by Bank more specifically described in the service level agreement ("Service Level Agreement" or "SLA") attached hereto as Exhibit A and incorporated by reference, the statement of work ("Statement of Work") and the implementation questionnaire that will be completed by Public Sector Entity and Bank subsequent to execution of the Service Terms. The Services include a payment solution that allows Payors to initiate payments to Public Sector Entity via the Internet, Point - of -Sale, IVR or Call Center; access to the Technology; reporting and analysis capabilities, and if applicable, electronic statement presentment. 2.20 "Service Start Date" means the date the Public Sector Entity Website, Point -of -Sale, IVR or CaII Center application, as applicable, is activated. 2.21 "Statement" means, if applicable, a bill or invoice, as applicable, or comparable request for payment, prepared and sent to Payors by or on behalf of Public Sector Entity. 2.22 "Technology" means Bank's (or its Iicensor's) Point -of -Sale, IVR, API and/or web -based applications, as applicable, which have been designed to facilitate Payor-initiated payments relating to various transactions entered into between Payors and Public Sector Entity, via telephone to Call Center or IVR, Point -of -Sale, or the Internet, using as applicable, Cards, or via automated clearing house ("ACH") and may include customer service support, reports, software, and software tools, user interface designs, and documentation, and any derivatives, improvements, enhancements or extensions thereof. 2.23 "Term" shall mean the Initial Term and any Renewal Term(s) as defined in Section 8.1, unless earlier terminated in accordance with Section 8.2. 3. Responsibilities; Suspension/Cancellation of Service. 3.1 Public Sector Entity Responsibilities. Public Sector Entity agrees to, at its sole expense and consistent with the Rules and Regulations: (a) maintain the Public Sector Entity Website, IVR and API, as applicable, as well as the actual links and session transfer capabilities; (b) maintain the URLs to which Payors are returned after completing a payment transaction for the Services via the Internet (c) provide Bank with all information reasonably necessary to setup or establish the Service on Public Sector Entity's behalf, including but not limited to completing the Statement of Work and implementation questionnaire documentation and using commercially reasonable efforts to ensure its vendors, if applicable, cooperate fully with Bank to achieve inter -operability of the Technology and Services with Public Sector Entity's or its vendors hardware, (d) maintain the confidentiality of any passwords, codes, digital certificates, security devices and related instructions for use of the Services, and if Public Sector Entity believes or suspects that any such information or instructions have been accessed by unauthorized persons, Public Sector Entity shall promptly notify Bank and advise Bank as to the effect of the security breach and the corrective actions to be taken to restore or verify security; (e) advise each Authorized User of his or her obligations under these Service Terms and of the license restrictions set forth herein; (f) if applicable, provide Payors with all required disclosures pursuant to the Rules and Regulations and as otherwise agreed to by the parties, including but not limited to, where Public Sector Entity is accepting POS Transactions, ensuring that all required disclosures relating to Convenience Fees are made by Public Sector Entity to each Payor at the point -of -sale in accordance with the requirements of Exhibit C (Public Sector Entity shall certify its compliance with the disclosure requirements in writing to Bank on an annual basis); (g) if applicable, provide proper attribution of the Technology and Services to Bank as determined by Bank; (h) provide appropriate and sufficient data to authenticate Payors, including but not limited to delivery of data that will be (1) validated by the Service when a Payor is attempting access, (2) used to perform the authentication of the Payor when the Service is not providing the authentication; and (3) used to validate the Payor after a successful session transfer for ACH transactions; (i) maintain the confidentiality of any passwords, codes, digital certificates, security devices and related instructions for use of the Services, and if Public Sector Entity believes or suspects that any such information or instructions have been accessed by unauthorized persons, Public Sector Entity shall promptly notify Bank and advise Bank as to the effect of the security breach and the corrective actions to be taken to restore or verify security; (j) to the extent not prohibited by law, be responsible for all chargebacks, except for chargebacks of Convenience Fee payments where charged and collected by, and settled to, Bank; (k) enter into a merchant processing agreement with a Merchant Processor acceptable to bank; and (I) pay all fees and charges applicable to the Service. All payments to the Bank shall be in full, without set-off or counterclaim and free of any deduction or withholdings related to any tax or other claim. All services required by Public Sector Entity not listed in a Statement of Work will be charged at Bank's standard prices. All requests for additional development or changes will follow the standard Pay Connexion change request process. Bank may impose, charge and adjust fees associated with the Service, including but not limited to any applicable maintenance fees. Public Sector entity shall not (A) engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or unauthorized use of the Services, (B) alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Technology or Services; (C) knowingly introduce or transmit through the Technology or Services any virus, worm, software lock, drop dead device, Trojan -horse routine, trap door, back door, timer, time bomb, clock, counter or other limiting routine, instruction or design or any other codes or instructions that may be used to access, modify, delete, damage, disable or prevent the use of the Technology or Services or other computer systems of Bank; (D) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Technology or Services without Bank permission; or (E) engage in or allow any action involving the Technology or Services that is inconsistent with these Service Terms and all functional specification documents that are or will be provided to Public Sector Entity by Bank. 3.2 Bank Responsibilities Associated with the Services Bank agrees, consistent with the Rules and Regulation, that it will not (a) engage in spamming, mailbombing, spoofing or any other fraudulent, illegal or unauthorized use of the Services; or (b) knowingly introduce or transmit through the Technology or Services, any virus, worm, software lock, drop dead device, Trojan -horse routine, trap door, back door, timer, time bomb, clock, counter or other limiting routine, instruction or design or any other codes or instructions that may be used to access, modify, delete, damage, disable or prevent the use of Public Sector Entity's computer system. City of Fort Worth, Texas Pay Connexion Service Terms Page 2 of 16 3.3 Withdrawal of Access/Suspension of Service Bank may, in its reasonable discretion, instruct Public Sector Entity to terminate access to any Authorized User or individual and Public Sector Entity agrees to promptly comply with such instructions Bank reserves the right to deny, suspend or revoke access to the Services, in whole or in part, if Bank believes Public Sector Entity and/or its Authorized Users are in breach of these Service Terms or are otherwise using or accessing the Services inconsistent with the terms and conditions hereof. Further, Bank shall have the right to suspend the Service immediately in the event of an emergency or in the event of force majeure. 4. Payment Processing. 4.1 ACH Processing Bank will initiate ACH entries to the checking or savings accounts of Payors who opt to pay using ACH transactions. Terms used herein but which are not defined in these Service Terms or the Account Documentation, have the meanings given those terms in the NACHA Rules. Public Sector Entity (as Originator) and Bank agree to be bound by the NACHA Rules in effect from time to time and shall comply with same. Public Sector Entity agrees not to close the account(s) designated as Public Sector Entity's settlement account (as used herein, individually and collectively, 'Settlement Account"), which Settlement Account shall be at Bank, without giving Bank at least five (5) Business Day's prior written notice and substitution of another Settlement Account. As used herein, "Business Day" is defined as Monday through Friday, excluding Federal Reserve Bank holidays. Public Sector Entity authorizes Bank to initiate electronic debit and credit entries and adjustments to the Settlement Account without respect to the source of any monies in the Settlement Account. This authorization shall remain in full force and effect until termination of these Service Terms Bank shall not be responsible or liable for any delays in receipt of funds or errors in Settlement Account entries caused by Public Sector Entity, Payors or third parties. In preparing and transmitting ACH entries, Bank may rely upon all information and data provided to it via the Service for any Payor, and Bank shall have no responsibility or liability for the inaccuracy or invalidity thereof. 4.2 Card Processing. Payor payments generated pursuant to the terms of these Service Terms from Card transactions will be tendered to Merchant Processor. 4.3 Convenience Fees. (a) Public Sector Entity instructs Bank as follows with respect to all Convenience Fees charged by, collected by and settled to Bank: (i) all Convenience Fees will be submitted by Bank to the Merchant Processor or through the ACH Network, as applicable, (ii) all evidence and electronic record of a sale or lease transaction ("Sales Data") representing payment by use of a Card or of a refund/credit to a Payor will be submitted by Bank on behalf of Public Sector Entity to the Merchant Processor or through the ACH Network, as applicable, (iii) all Merchant Processor processing fees, chargeback fees, funds transfer fees, interchange fees, dues, access, connectivity, and assessment fees, or other fees that may apply to submission of Convenience Fees and Sales Data shall be paid by Bank, (iv) all chargebacks, returns and similar charges related to Sales Data shall be paid by Public Sector Entity, (v) all chargebacks, returns and similar charges related to Convenience Fees shall be paid by Bank, (vi) settlement funding for Convenience Fees will be paid by Merchant Processor directly to Bank or an account designated by Bank, (vii) settlement funding for Sales Data will be paid by Merchant Processor directly to the Settlement Account, and (viii) Bank may change the Convenience Fee being charged at any time. (b) For all Convenience Fees charged by Public Sector entity, collected by Bank on behalf of Public Sector and settled to Public Sector Entity, Public Sector Entity shall pay all Merchant Processor processing fees, chargeback fees, funds transfer fees, interchange fees, dues, access, connectivity, and assessment fees, or other fees that may apply to submission of Convenience Fee and Sales Data, and all chargebacks, returns and similar charges related to Convenience Fees and Sales Data. 4.4 Non -appropriation of Funds. Notwithstanding anything to the contrary stated herein, the parties acknowledge that the Public Sector Entity is a public entity subject to the Texas Constitution, which prohibits the Public Sector Entity from creating any obligations of future debt. All obligations of the Public Sector Entity to pay additional fees, fines, penalties, chargebacks, reimbursements, assessments not set out in herein are subject to Public Sector Entity appropriating sufficient funds to meet such obligations hereunder. The Public Sector Entity shall have the right to terminate this Agreement upon thirty (30) days written notice to Bank, without penalty, in the event insufficient funds are appropriated. 5. Statements (If Applicable: Statement Presentment is an optional service. This Section 5 will apply only where Public Sector Entity and Bank have documented acceptance of the Statement Presentment Service in an SOW , implementation questionnaire, or otherwise in writing). 5.1 Statement Presentment (a) At an agreed upon time following each billing cycle, Public Sector Entity shall electronically transmit to Bank an Image File containing .pdf images of the Statements they wish to have presented They will also pass this image identification in the Pre- Registraion file where it will be associated it with a Payor. Bank shall store the image on-line for 18 months. Bank shall have no obligation to act upon any Image File it is unable to verify. (b) Public Sector Entity shall be responsible for the accuracy, adequacy and proper form of all Image Files and other data and information supplied by Public Sector Entity to Bank and Public Sector Entity shall notify Bank of any error or discrepancies promptly upon Public Sector Entity's discovery or knowledge thereof. Bank shall have no responsibility or liability for any errors or inaccuracies contained in any Image File or other data or information received from Public Sector Entity. (c) Public Sector Entity shall immediately notify Bank if Public Sector Entity revokes enrollment of any Payor, suspends or cancels any Payor or otherwise suspends or terminates any Payor's access to the Service. 5.2 Statement Notification (a) Public Sector Entity shall be responsible for the accuracy, adequacy and proper data for all notification email data. Bank will send out statement notification emails to the Payor as specified by Public Sector Entity. Bank shall have no responsibility or liability for any errors or inaccuracies continued in any notification related data or information received from Public Sector Entity. 6. Intellectual Property Ownership. These Service Terms do not transfer to Public Sector Entity any ownership, intellectual property or proprietary rights in the Technology or any work or any part thereof, or any copyright, trademark, patent right, etc., and all right, title and interest in and to the Technology and intellectual property will remain solely with Bank or its licensors. Bank hereby grants Public City of Fort Worth, Texas Pay Connexion Service Terms Page 3 of 16 Sector Entity the non-exclusive, non -assignable, non -sub licensable right to display the J.P. Morgan Logo (a) in a form to be provided by Bank, (b) solely on Public Sector Entity's Internet website and (c) solely in connection with Public Sector Entity's use of Bank's Pay Connexion product as described in these Service Terms (the "Permitted Purpose"). Public Sector Entity will use the J.P. Morgan Logo only for the Permitted Purpose and only in accordance with any quality standards and specifications supplied or approved by Bank. Public Sector Entity will, upon Bank's request, (a) submit to Bank for prior approval all proposed uses of the J.P. Morgan Logo and (b) provide to Bank samples of existing uses of the J.P Morgan Logo and any other documents or information which may permit Bank to determine if Public Sector Entity's use of the J.P. Morgan Logo meets quality standards and specifications and directions supplied or approved by Bank. Ownership of the J.P. Morgan Logo and the goodwill relating thereto shall remain vested in Bank both during the period of these Service Terms and thereafter. Any use of the J.P. Morgan Logo by Public Sector Entity shall inure to the benefit of Bank. Public Sector Entity grants Bank a non-exclusive limited license to use Public Sector Entity's name, trademarks, service marks, symbols, logos, domain names and trade names, (collectively "Public Sector Entity Marks"), as applicable, for use in connection with the provision of Services. Bank shall submit for approval all proposed uses of Public Sector Entity Marks. 7. Warranties, Indemnity, Disclaimers and Limitations of Liability. 7.1 Public Sector Entity Warranty and Reimbursement. Public Sector Entity is deemed to provide to Bank the same warranties to Bank that Bank is deemed to make under the NACHA Rules, and as between Bank and Public Sector Entity, the Bank will have no responsibility with respect to matters so warranted Public Sector Entity shall not be deemed to warrant, however: (i) the power of Bank under applicable law to comply with the requirements of the NACHA Rules; or (ii) the conformity of debit entries transmitted by Bank to the file specifications contained in the NACHA Rules. Public Sector Entity further represents, warrants and covenants that: (a) Public Sector Entity shall comply with the Rules and Regulations applicable to Public Sector Entity; (b) Public Sector Entity has the authority to enter into these Service Terms and perform its obligations hereunder; and (c) Public Sector Entity will not use or include the full Social Security number of any Payor as a customer identifier or for any other purpose related to the Services. In the event that Bank incurs any damage, liability, fee, fine, assessment or penalty ("Loss") as a result of: (1) breach by Public Sector Entity of any warranty relating to the NACHA Rules, or (2) Public Sector Entity's breach or violation of the Payment Brand Rules or Security Standards; then Public Sector Entity shall reimburse Bank upon demand for all such Losses. Should Public Sector Entity receive notice of any claim regarding the Services, Public Sector Entity shall promptly provide Bank with a written notice of such claim. 7.2 Bank Warranty. Bank warrants that (i) Bank has the authority to enter into these Service Terms and perform its obligations hereunder; (ii) Bank shall comply with the Rules and Regulations applicable to Bank as provider of the Services; and (iii) the Services will substantially conform to the specifications set forth in the SLA or any SOW, as applicable. 7.3 DISCLAIMER. EXCEPT AS SET FORTH ABOVE IN SECTION 7.2, BANK MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICES AND/OR ACCESS TO OR USE OF THE SERVICES OR TECHNOLOGY PROVIDED TO PUBLIC SECTOR ENTITY HEREUNDER. BANK SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT BANK ALSO DOES NOT GUARANTEE THAT PUBLIC SECTOR ENTITY'S ACCESS TO THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR SECURE BANK DOES NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT OF INTERNET WEBSITES OR OTHER DATA RECEIVED BY PUBLIC SECTOR ENTITY OR PAYORS VIA THE INTERNET. 7.4 Limitation of Liability Bank's liability for any loss or damage arising out of or related to these Service Terms (whether arising out of third party claims breach of warranty, or otherwise), regardless of the form of action, shall be limited to direct damages resulting from Bank's gross negligence or willful misconduct in providing the Services. Bank shall be entitled to rely on the content, accuracy and completeness of all information and data supplied to Bank by Public Sector Entity. Public Sector entity shall be solely liable for the security and integrity of all information and data supplied or transmitted to Bank including during transmission to Bank. 7.5 Consequential Damages Except for liability of the parties arising under the NACHA Rules, neither party shall be liable for any special, incidental, indirect, punitive, exemplary or consequential damages whatsoever (including, but not limited to, damages for loss of revenues or profits, for business interruption, or for Toss of privacy) arising out of or in any way related to these Service Terms or the use of or inability to use the Services, regardless of the form of action and even if advised of the possibility of such damages. Any fines, fees, penalties or assessments imposed by the Payment Brands related to the provision of Services shall not be deemed to be consequential damages. 8. Term and Termination. 8.1 Term. These Service Terms will be effective commencing on the Service Start Date, and continuing for three (3) years (the "Initial Term"). Following the Initial Term, these Service Terms will automatically renew for successive one-year terms (each, a "Renewal Term") unless (a) terminated earlier as set forth below, or (b) either party notifies the other of its desire to terminate the Service Terms at least sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term. 8.2 Termination. These Service Terms may be terminated as follows: (a) If Public Sector Entity fails to make any payment due, if applicable, hereunder, and fails to cure such breach within thirty (30) days after receiving written notice from Bank, then Bank may immediately and without further notice, terminate these Service Terms. (b) Except as set forth in subsection 8.2(a) above, if either party materially breaches any term or condition of these Service Terms and fails to cure such breach within sixty (60) days after receiving written notice of the breach, the non -breaching party may terminate on written notice at any time following the end of such sixty (60) day period. (c) Either party may terminate these Service Terms upon written notice to the non -terminating party in the event of the non - terminating party's inability to meet its debts as they come due, receivership or voluntary or involuntary bankruptcy or the institution of any proceeding thereof, or any assignment for the benefit of the non -terminating party's creditors, or a City of Fort Worth, Texas Pay Connexion Service Terms Page 4 of 16 determination by the terminating party, in its reasonable discretion, that the financial condition of the non -terminating party has become materially impaired. (d) Bank may terminate these Service Terms upon not less than one hundred twenty (120) days prior written notice to Public Sector Entity if Bank ceases to provide the Service to its customers generally. (e) Bank may terminate these Service Terms in the event Bank makes a good faith determination that Public Sector Entity's use of the Service or any portion is in violation of Rules and Regulations, in which case Bank shall terminate these Service Terms immediately, but shall use reasonable diligence to give as much advance notice as feasible, and where commercially feasible under the circumstances, shall give Public Sector Entity a reasonable opportunity to cure prior to any such termination. 8.3 Effect of Termination. Upon termination or expiration of these Service Terms, all rights to the Services and Technology, including, but not limited to use and access, will automatically terminate Public Sector Entity will discontinue its use of the Services and Technology, and upon request from Bank, will return to Bank any and all Services equipment, software, documentation, Technology or other deliverables provided to Public Sector Entity by Bank, including any copies thereof held by Public Sector Entity. The provisions of sections 7 and 9 shall survive termination of these Service Terms. 9. Confidentiality. 9.1 Bank Information. Public Sector Entity acknowledges that the Technology and Services contain valuable trade secrets and other nonpublic or proprietary information which is the sole property of the Bank or its licensors ("Bank Confidential Information"), and Public Sector Entity agrees to hold same in confidence and disclose only to those employees or agents whose duties reasonably require access to same. Public Sector Entity will use the same care and discretion to avoid unauthorized use, disclosure, publication, access or dissemination of Bank Confidential Information received from Bank or through the Service as Public Sector Entity uses with its own similar information (but in no event less than a reasonable degree of care). 9.2 Public Sector Entity Information. The Bank acknowledges that Public Sector Entity's systems may contain valuable trade secrets and other nonpublic or proprietary information including information regarding its Payor customers, which are the sole property of Public Sector Entity, and that Bank may maintain, process or otherwise be permitted access to other Payor information through the Service which is of a nonpublic, personal nature (collectively referred to herein as "Public Sector Entity Confidential Information") and the Bank agrees to hold same in confidence. The Bank will use the same care and discretion to avoid unauthorized use, disclosure, publication, access or dissemination of Public Sector Entity Confidential Information received from Public Sector Entity or through the Service as Bank uses with its own similar information (but in no event less than a reasonable degree of care). Bank will use Public Sector Entity Confidential Information only to perform its obligations under these Service Terms. Notwithstanding the foregoing, the Bank may disclose such Public Sector Entity Confidential Information to affiliates, agents and other third parties, including counsel and regulators, and their employees, as reasonably required for Bank to provide the Services or as otherwise required by applicable law or regulation. 9.3 Exceptions. The obligations of this Section 9 shall not apply to any Bank Confidential Information or Public Sector Entity Confidential Information (collectively, "Confidential Information") that: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party (the "Receiver), generally known or available; (b) is known by the Receiver at the time of receiving such Confidential Information, as evidenced by the Receiver's records; (c) is hereafter furnished to the Receiver by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the Receiver without reference to or use of the disclosing party's Confidential Information; or (e) is required to be disclosed by law or in connection with a legal or administrative proceeding, provided that the party to whom the Confidential Information belongs is given prompt prior written notice of such proposed disclosure, provided such notice is not otherwise prohibited, and provided further, that Bank may disclose Confidential Information to any bank regulatory authority having jurisdiction over Bank without notice. 9.4 Data in Aggregate Form. The restrictions on use in this Section 9 shall not apply to information or data in aggregated and/or anonymized form, and shall not prohibit the use by Bank of any statistical, aggregate information that is not identified with Public Sector Entity or any Payor for creation of statistical marketing studies for research, product development and promotion, or strategic planning Further, notwithstanding anything in this Section 9, should Bank have any agreement with a Payor who is also a Bank customer that applies to the use of such Payor's information, the terms of such agreement shall not be affected by the terms of these Service Terms and shall remain in full force and effect. 10 Miscellaneous Provisions. 10.1 Restricted Rights. Technology or Services acquired with United States Federal Government funds or intended for use within or for any United States federal agency are provided with "Restricted Rights" as defined in DFARS 252.227-7013(c)(1)(ii) or FAR 52.227-19. 10.2 Relationship of Parties. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other, and neither party shall have any right, power or authority to create any obligation or responsibility on behalf of the other except as specified herein. 10.3 Entire Agreement; Amendments. These Service Terms, including the Account Documentation, the Exhibits hereto and all materials and documents referred to herein, sets forth all of the promises, agreements, conditions and understandings between the parties respecting the subject matter hereof and supersedes all negotiations, conversations, discussions, correspondence, memoranda and agreements between the parties concerning the subject matter hereof. In the event of conflict between the Account Documentation and these Service Terms, these Service Terms shall control Except as otherwise provided, these Service Terms may not be modified except in writing signed by authorized representatives of both parties. 10.4 Third Party Beneficiaries. The parties intend that these Service Terms shall not benefit or create any right or cause of action in or on behalf of any person or entity other than the parties. City of Fort Worth, Texas Pay Connexion Service Terms Page 5 of 16 10.5 Notices. All notices required or permitted to be given hereunder shall be addressed as set forth below or as otherwise agreed in writing by the parties from time to time. 10.6 Severability. If any provision in this Agreement is held to be inoperative, unenforceable, or invalid, such provision shall be inoperative, unenforceable, or invalid without affecting the remaining provisions, and to this end the provisions of this Agreement are declared to be severable. Failure of either party to exercise any of its rights in a particular instance shall not be construed as a waiver of those rights or any other rights for any purpose. 10.7 Force Majeure. Neither party shall be held responsible for any act, failure, event or circumstance addressed herein if such act, failure, event or circumstance is caused by conditions beyond its reasonable control. 10.8 Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 10.9 Waiver of Immunity. Intentionally Deleted. Effective as of the II day of --� 20 CITY OF FORT WORTH, TEXAS By: Name: Title: Address for Notices: Phone/ Fax: Jam` stiffssA Stasis 40 tt 1000 Throckmorton Street Fort Worth, Texas 76102 817.392.2438 / Public Sector Entity Attestation: By' JPMORGAN CHASE BANK, N.A. /.22g)?//n ca/tec Name: jylc v v csS Pe 0 ut Title: Phone/ Fax: \i L Le Pre Si CLO(- 300 S. Riverside Plaza, Suite IL1-0199 Chicago, Illinois 60606 Attn: Pay Connexion 312.954.3545 / 312.954.3516 The undersigned, a duly authorized officer or representative of the Public Sector Entity, does hereby certify that the Public Sector Entity has been duly authorized to enter into and perform this Agreement and that the person signing above on behalf of the Public Sector Entity, whose execution of this Agreement was witnessed by the undersigned, is an officer, partner, member or other representative of the Public Sector Entity possessing authority to execute this Agreement. By: Name: Title: <<.;d 111r o'5k]CD21d, ),K *Note: The person signing the attestation shall be someone different from the person signing above on behalf of the Public Sector Entity. .or OF 0o000 APPROViatis? AS TO )4017thei AND LEGALITIC Attestedl by: City of Fort Worth, Texas Pay Connexion Service Terms Exhibit A I PAY CONIVEXI I. OVERVIEW STANDARD SERVICF LEVI;;L AGRk E&Uirk\I d This Service Level Agreement (SLA) has been created to formalize agreed upon levels of service with respect to the development efforts and Services provided by Bank to Public Sector Entity in accordance with the Pay Connexions"" Service Terms. The service level standards will incorporate measurable criteria in order that performance can be monitored on an ongoing basis. The agreement to these standards affirms the commitment of both organizations to establish and maintain quality service levels. Notwithstanding anything to the contrary herein or in the service terms, the SLA establishes target levels only and failure to achieve any target level will not be deemed to be a failure by Bank to exercise ordinary care. II. PRODUCT & SERVICE OFFERING A. DEFINITIONS Unless as otherwise defined below, capitalized terms found in this document shall have the meanings defined in the Pay Connexions"" Service Terms. Term Meaning Dark Window S cheduled Maintenance System Outage U ptime Change Management P rocess P roduction Support The time period when Scheduled Maintenance (defined below) may be conducted by Bank on the Services. For the purposes of this document, the Dark Window is scheduled to occur on Saturdays and Sundays from 01:00 AM to 07:OOAM Eastern Time(ET), unless Bank notifies Public Sector Entity of a change to the Dark Window schedule. Maintenance on the Services that occurs during the Dark Window or other agreed upon period of time. The time period when the ability to accept and process payments is unavailable for use by Public Sector Entity or Payors, other than in a Dark Window. The number of minutes that the application is available to receive and process payments The process used to document and implement changes to a production application. Each request will be managed according to defined timelines and the existing queue of development efforts. The JPMC functional team that manages issue resolutions in accordance with the service levels stated herein. This team also manages all change requests and operations monitoring. D. PRODUCT AND SERVICE OFFERING The Services to be provided by Bank have been designed and developed to meet Public Sector Entity's payment collection needs for consumer Payors. Public Sector Entity acknowledges the Services offered by Bank will be hosted in a shared services infrastructure. C. ENROLLMENT If required by the configuration of Services chosen Public Sector Entity agrees to provide to Bank a current and complete electronic file of Public Sector Entity information in a format mutually acceptable to Bank and Public Sector Entity to facilitate the initial database import of Public Sector Entity Payor information into the Pay Connexion Transaction System (the "Pre - Registration File"). Public Sector Entity agrees to provide Bank the Pre -Registration File no later than seven (7) Business Days prior to the Pay Connexion Transaction System production launch date. Thereafter, Public Sector Entity agrees to provide Bank a daily file in the same format that contains any associated changes, additions, or deletions that are relevant to the Pay Connexion Transaction System. Public Sector Entity agrees to provide Bank the Pre -Registration File each night by no later than 9 OOPM Eastern Time (ET) after the initial provision of the Pre -Registration File. D. PERFORMANCE STANDARDS AND EXCEPTIONS (Applicability is dependant on the configuration of the services chosen by Public Sector Entity) City of Fort Worth, Texas Pay Connexion Service Terms Page 7 of 16 Technology Service Level Description Web Availability / Uptime IVR Availability / Uptime Web and IVR Disaster Recovery Web and IVR Backup Recovery Testing Standard Pre -Registration File Processing Standard Next Day Remittance File Processing Standard Same Day Remittance File Processing Call Center Service Level Description Call Center Availability Languages supported by the call center Monitored calls answered accurately Incoming Calls Lost Minimum Service Level Criteria Goal: Pay Connexion ' Transaction System web applications will be available to users ninety-nine percent (99%) of the total minutes available in each month. Availability is calculated excluding any Scheduled Maintenance or scheduled System Outages. In addition, there shall be no more than two (2) System Outages (planned or unplanned) during each twenty-four (24) hour period (measured from midnight to midnight), and the aggregate time of the System Outages during that period shall not exceed two (2) hours. Goal: Pay Connexion Transaction System IVR applications will be available to users ninety-nine percent (99%) of the total minutes available in each month. Availability is calculated excluding any Scheduled Maintenance or scheduled System Outages. In addition, there shall be no more than two (2) System Outages during each twenty-four (24) hour period (measured from midnight to midnight), and the aggregate time of the System Outages during that period shall not exceed two (2) hours. Provide an offsite hot backup site. Primary processing capabilities will be available within 8 hours if primary site is disabled. The backup recovery systems to be tested annually. Billers with the Pre -Registration feature are required to deliver a Pre -registration file to the Pay Connexion team by 9pm Eastern time in accordance with their daily delivery schedule. Pay Connexion will process the Pre -registration file upon receipt from the biller or an intermediary. Response files will be delivered to the biller by 9AM Eastern time, in accordance with the Biller's daily delivery schedule. If the Biller does not deliver a Pre -registration file on time the Pay Connexion team will make best efforts to meet the 9AM delivery Response file but will not guarantee a 9AM delivery time. The Pay Connexion team will deliver a Remittance file to the Biller (either directly or through an intermediary) by an agreed upon time, Monday through Friday, excluding Federal Reserve holidays. The Pay Connexion team will deliver a Remittance file to the Biller (either directly or through an intermediary) by an agreed upon time, Monday through Friday, excluding Federal Reserve holidays. Minimum Service Level Criteria (based on a minimum of 500 calls per month) Standard hour of operations are 24 x 7 x English and Spanish (live operator) To monitor how Public Sector Entity Service Agents handle inquiries. Operators will be measured on the accuracy of the information they provide, their interpersonal manner, and whether they follow the scripts. MAP goal shall be 95% of all monitored calls to be answered accurately. Monitoring shall occur on a minimum of 3 calls per agent per week. To monitor queue size for Public Sector EntityService. This information is received from the telephone switch, and will be measured at the Automated Call Distribution (ACD) level. MAP goal for incoming calls lost due to forced busy and forced disconnects (i.e. not enough capacity) shall be that such calls do not exceed 3% of all calls received City of Fort Worth, Texas Pay Connexion Service Terms Page 8 of 16 Percent Abandoned Incoming Calls Calls Answered in 30 Seconds or Less By Operator CaII Center Disaster Recovery To monitor the number of calls which are abandoned after being put in the queue The calls will be measured beginning when they are put in the queue to the point when the caller hangs up. MAP goal for the percentage of calls queued to live agents that do not get answered shall be that such calls do not exceed 6% of the total number of calls received. To monitor the speed with which calls are answered in aggregate. The calls will be measured beginning when they enter the agent queue to the point when the call is answered. This information is received from the telephone switch, and will be measured at the ACD level. MAP goal for calls answered in 30 seconds or Tess shall be that at least 70% of all incoming calls queued to live agents be answered in 30 seconds or less. P rovide an offsite hot backup site. P rimary call center functions will be available within 16 hours if primary site is disabled. Call Center Backup Recovery Testing The backup recovery systems to be tested at least annually. III. OUTAGE NOTIFICATION A. PLANNED / SCHEDULED OUTAGES In the event of any planned or scheduled System Outages, it is expected that Bank will contact the appropriate individuals designated by Public Sector Entity at least twenty-four (24) hours prior to the planned System Outage (contact information will be amended from time to time via e-mail). Additionally, in the event of a planned / scheduled System Outage, it is expected that Bank will adhere to the following guidelines: 1 Downtime will be scheduled during standard maintenance windows of Saturday and Sunday 01:00 AM —07:00 AM Eastern Time (ET), except as necessary and upon notice as provided above. 2. Bank will implement a web page on the payer site notifying that the system is unavailable during the scheduled downtime (Bank will immediately remove this notification page following completion of the scheduled maintenance). 3. Bank will implement a message on the IVR notifying that the system is unavailable during the scheduled downtime. (Bank will immediately remove this message following completion of the scheduled maintenance). B. UNPLANNED / UNSCHEDULED OUTAGES Bank will adhere to the Severity Level requirements for unscheduled System Outages/service interruptions according to the table in this Section III B. Unless otherwise specified, all hours referred to in this Section III B are clock hours. Severity Level / Response Time SLA Severity Level Definition Initial Contact w/ Clients / Resolution Goal Internal Functional Teams Primary Definition: Severity 1 (Emergency) Degeneration in or complete failure of, the system or a any single channel (IVR, Web, Admin) to receive and process payments. • Restricted to true, system -wide emergencies. A complete failure has occurred in either a system or critical process. 15 min to Client contacts and/or Internal Functional Team Designate (TBD); hourly updates until resolved ASAP — no later than end of Business Day City of Fort Worth, Texas Pay Connexion Service Terms Page 9 of 16 Severity Level Definition Initial Contact w/ Clients / Internal Functional Teams Resolution Goal Primary Definition: © Seventy 2 (High) Degeneration in, or complete failure of, business - critical secondary functionality (RTPC, all file processing, password reset, download a Remittance File, or the ability to initiate a call) for a single Biller or group of Biliers Used when the problem is severely affecting a group of users. A major portion of a system or process is not functional, but can be bypassed, or it is a functional failure with no workaround. Primary Definition: ® Severity 3 (Medium) Degeneration in product functionality of non- critical tertiary functionality (confirmation emails, standard reporting, etc) for a single Biller or a group of Billers o This is the most common severity level. A system or process is mostly functional but not performing as expected. An error can be ignored, or a workaround can be used. Primary Definition: ® Severity 4 (Low) System or critical process is functional, but a problem exists related to ease of use (slow app response time or screen flows), interface or Standard Report content, or a problem exists for a single payer or group of Payers (can't reset passwords, can't log in). © A single Payer is impacted. A system or process is currently fully functional but a problem exists, or the problem relates to information, process change(s), minor enhancement(s), or request(s) for future functionality. IV. GENERAL SUPPORT EXPECTATIONS A. SUPPORT Tier I Support Tier II Support Tier III Support 15 min to Client contacts and/or Internal Functional Team designate (TBD); hourly updates until resolved Monthly issues log Monthly issues log ASAP - no later than end of 2nd Business Day As prioritized in release by Product Management. As prioritized in release by Product Management. Telephone -based support whereby Public Sector Entity's Payors access a Public Sector Entity support representative for assistance on Payor-related issues specific to the Services during regularly scheduled Payor service hours. Telephone -based support whereby Public Sector Entity's support representative can call a Bank support representative for assistance on Payor-related issues specific to the Services. Telephone -based customer support whereby Bank support representatives escalate Service problems to internal technical resources for issue resolution. Bank will only provide Tier I support in cases where Public Sector Entity requests assistance as part of the IVR channel service (roll- out operator support). Tier II customer service representatives resolve those calls for which Tier I staff require assistance. Tier II requests may require additional internal/external investigation to be performed by dedicated staff Tier III support representatives will be responsible for analysis and resolution of technical or other system -related problems. Tier III support will be staffed and supported by Bank technical or knowledge subject matter experts. Public Sector Entity will be able to contact the following toll -free number for Tier II support, technical issues, or to report system interruptions: 886-282-1981. B. PRODUCTION EXPECTATIONS When Public Sector Entity's Pay Connexion system is in production, Bank will be responsible for the following in addition to the service levels identified herein: ® Housing the system in a secure environment and adherence to regulatory and audit requirements of this kind of payment system. Security is defined as utilizing proper encryption and access control standards. • If using Bank Call Center, authentication of users as they enter the system pursuant to Bank policies and procedures. ® Archival of pre -registration file for 2 weeks after acceptance for possible retrieval. A Initiation of the RTPC and API transaction in the appropriate format in a timely manner. (Optional Service) ® Processing payments through the appropriate payment channels as configured during set up. City of Fort Worth, Texas Pay Connexion Service Terms Page 10 of 16 • Making data available for reporting queries initiated through the Pay Connexion Administrative system for two years standard • Send emails as indicated in the Functional Specification to either internal resources or to the Payer directly based on events in the payment process. • Pre -Registration File Processing as descnbed in the SLA herein • Next Day Remittance Processing as described in the SLA herein • Same -Day Processing Remittance Processing as described in the SLA herein When Public Sector Entity's Pay Connexion system is in production, Public Sector Entity will be responsible for the following: • Providing daily updates to the Pre -Registration file (if selected) for retrieval by Bank by 9 OOPM ET. • Retrieve the remittance file delivered each Business Day by Bank • Ensure that all data required in the session transfer, as part of the Pre -Registration file or API is made available as appropriate for processing payments. If a data element is missing or is sent in plan text when it is expected to be encrypted the session will error for the Payer. • Notify JPMC in advance of infrastructure changes that may impact session transfer, email confirmations, FTP transmissions, and successful RTPC receipt. V. PROGRESSIVE CONTRACT ADMINISTRATION It is Bank's intent to work in partnership with Public Sector Entity to resolve all quality issues. Public Sector Entity will be given a written notification of breach of a service level. Bank will not be deemed to be in material breach (including without limitation a missed cut-off time or delivery schedule) of this SLA if equipment owned by or the responsibility of Public Sector Entity, its affiliates, or any of Public Sector Entity's third party vendors, or the actions or inaction of Public Sector Entity, its affiliates, or any of Public Sector Entity's third party vendors, is determined to be the cause of such breach or if such breach is the result of circumstances beyond the reasonable control of Bank provided Bank has exercised such diligence as the circumstances require VI. CHANGE MANAGEMENT A. PRODUCTION CHANGES Any changes to a production application requested by Public Sector Entity will follow the Change Management process as part of the Production Support function offered by JPMC Requests for standard features available in the application will be delivered without additional charge for the first 60 days following the launch of an application. After 60 days, Public Sector Entity can request standard features that do not exceed 40 hours of development/testing in each calendar year. All development beyond 40 hours will be charged at the then current hourly rate. All requests for non-standard changes to a production application will be charged at the then current hourly rate. B. CHANGES DURING IMPLEMENTATION While the application is in implementation, the client can change any standard feature covered in the original agreement. Any non-standard changes will be charged at the then current hourly rate. VII. REVIEWS AND MEETINGS AD HOC REVIEWS The Parties agree to participate in periodic project and production meetings using any mutually acceptable means of communication. The Parties agree to provide at least seven (7) Business Days notice when requesting an Ad Hoc review. These reviews will include the following elements: • Review the Issues Log, service levels, cost savings opportunities, industry best practices, and short and long-term milestones. • Facilitate a frank discussion of key mutual objectives and assess the Parties' progress towards those objectives. City of Fort Worth, Texas Pay Connexion Service Terms Page 11 of 16 Exhibit BI FEE SCHEDULE Option A: Biller Funded Implementation Fees: o Web initiated payments (first web biller) - $4,000 o Additional web billers - $1,000 per additional biller implementation IVR initiated payments (first IVR biller) - $10,000 o Additional IVR billers - $2,500 per additional biller implementation o Web & IVR (first web and IVR biller) - $12,000 o Additional Web and IVR billers - $3,000 per additional biller implementations Monthly Hosting Fees: Web initiated payments (first web biller) - $550 per month o Additional web billers - $75 per month, per additional biller Monthly Pre -Registration File Processing - $200 per month, per biller o IVR initiated Payments (first IVR biller) - $1,000 per month o Additional IVR billers - $200 per month, per additional biller ® Web & IVR (first web and IVR biller) Initiated Payments (first IVR biller) - $1,250 per month o Additional IVR billers - $250 per month, per additional biller Transaction Fees Payments Transaction Initiation One -Time Payments Measurement Price Immediate Payments Per Confirmation Number Generated2 $ 0.40 ® IVR Call Charge (Telecom) - $.13 per minute ® JPMorgan Chase CSR Support - $1.25 per minute Statement Image Presentment Fees O $.20 per image Notes 1 Monthly hosting fees include all the maintenance and upkeep of the hosted infrastructure, the daily transmission of remittance files to Customer and the daily delivery of files to process and settle payments via ACH and the Merchant Processor. 2The cost of processing and settlement of ACH transactions will apply. If credit cards are to be accepted, the processing and settlement of credit card transactions will be based on arrangements with the Merchant Processor. These fees do not include merchant processing fees for credit card transactions. City of Fort Worth, Texas Pay Connexion Service Terms Page 12 of 16 Option B: Convenience Foes (Paad to Bank at No Cost to Public Sector ntorfirileti ‘fR Tan d ayUuic''H'l ;entity) There is no cost to Public Sector Entity; there are no Implementation or Monthly Maintenance Costs Credit and Debit Card Convenience Fee Payments - 2.5% of Payment Amount (Visa, MasterCard and Discover) o Visa Signature Debit Card Convenience Fee Payments - $3.95 per Payment Amount o ACH/e-check Payments - $1.00 per Payment Amount CoKra Tax) Payrnanto ® Credit and Debit Card Convenience Fee Payments - Tiered based on Payment Amount Principal Payment Range Convenience Fee $0.01 to $49.99 $50 to $99.99 $100 to $199.99 $200 to $299.99 $300 to $399.99 $400 to $499.99 $500 to $599.99 $600 to $699.99 $700 to $799.99 $800 to $899.99 $900 to $999.99 $1,000 to $1,249.99 $1,250 to $1,499.99 $1,500 to $1,749.99 $1,750 to $1,999.99 $2,000 to $2,499.99 $2,500 to $2,999.99 $3,000 to $3,499.99 $3,500 to $3,999.99 $4,000 to $4,499.99 $4,500 to $4,999.99 $2.00 $3.00 $6.00 $8.00 $11.00 $13.00 $16.00 $18.00 $21.00 $23.00 $26.00 $31.00 $37.00 $43.00 $49.00 $61.00 $73.00 $85.00 $97.00 $110.00 $122.00 Additional principal payment ranges can be provided if principal payment amounts are expected to equal or exceed $4, 999.99. ACH/e-check Payments - $1.00 per Payment Amount City of Fort Worth, Texas Pay Connexion Service Terms Page 13 of 16 Notes 1. Bank must comply with Card Association/Network rules and guidelines. Bank will work with Public Sector Entity to develop and maintain a convenience fee program in accordance with the Associations/Networks. 2. Convenience fees are funded by the Payor and collected directly and automatically by Bank Although interchange expenses for the processing and settlement of credit/debit card transactions will be charged to Bank by the merchant processor, Chase Paymentech Solutions, LLC. The necessary merchant account(s) for processing of the principal payments must be established. Public Sector Entity will not bear interchange expenses for these transactions. 3. The above convenience fee pricing is based on the understanding that Bank will be the exclusive provider of e-payment services. 4. This fee schedule may need to be revised if Public Sector Entity chooses to expand its use of Pay Connexion beyond the scope of the listed applications, or if doing so is required by Card Associations or NACHA. 5. The costs of ACH/e-Check processing and settlement (i.e., fees per ACH item originated or returned) are beyond the scope of this fee schedule. 6. Bank reserves the right to modify pricing upon written notice in the event Public Sector Entity or Bank become aware of any changes in applicable rules, laws regulations or case law that would have a negative impact on the manner in which fees are charged hereunder. If either party becomes aware of same, it shall promptly notify the other in writing. City of Fort Worth, Texas Pay Connexion Service Terms Page 14 of 16 Pay Connexions" Service Terms I J.P. MOROAN BANK, N.A. Exhibit BI FEE SCHEDULE Option C: Onsite Card Payments (PointofSafle) with Convenience Foes °ointoofaSc I (PSS) ? yments Credit Card and Signature Debit Card Payments — 2.5% of Payment Amount, minimum of $3.95 per payment (Visa (Tax Payments ONLY), MasterCard and Discover) o Pin Debit Card Payments ("online" debit card payments through Star, NYCE, Pulse, etc.) - 2 5% of Payment Amount, minimum of $3.95 per payment POS equipment - $500.00 per machine (Verifone Vx570 Terminal and Verifone 1000SE Pin Pad Devices) Notes 1. Convenience fees are funded by the payer and collected directly and automatically by J.P. Morgan. Although interchange expenses for the processing and settlement of credit/debit card transactions will be charged to J.P. Morgan by the merchant processor, Chase Paymentech Solutions, LLC, and the Biller must establish the necessary merchant account(s) for processing of the principal payments. The Biller will not bear interchange expenses for these transactions. 2. An agreed upon number (1 per department/office) of Verifone Vx570 Terminal and Verifone 1000SE Pin Pad devices will be provided to the Biller's office at no cost as part of the convenience fee processing proposed. When the agreement is cancelled and/or terminals are not processing payments, the terminals and all equipment provided by J.P. Morgan, will be returned to J.P. Morgan with reasonable wear and tear. The Biller will need to purchase and provide the necessary consumables for the Terminal devices, such as network connectivity and receipt paper rolls. 3. According to Visa rules, Visa will not be accepted for POS non -tax payments. 4. The POS receipts will indicate the convenience fee is being charged by a third party facilitator, J.P. Morgan. City of Fort Worth, Texas Pay Connexion Service Terms Page 15 of 16 Exhibit C 1 P ®S IUSCL* lRI .2 (To be provided PAY CONNEXION STATEMENT OF WORK 1.0 Introduction 1.1 About This Document J. This document is referred to as the "Statement Of Work" ("SOW"), which describes the Pay Connexion functionality that J.P. Morgan ( JPM") will deliver to City of Fort Worth, the roles and responsibilities of JPM and City of Fort Worth, and general tunefraines for project deliverables. The configuration outlined in this document will be further defined in the Pay Connexion Requirements Document to be completed by JPM during the initial stages of implementation and reviewed and finalized with the City of Fort Worth before their Pay Connexion application(s) are built and tested. The information contained in this document is proprietary to JPM. Any modification is subject to approval by JPM. No part of this document may be used or reproduced in any form or by any means prior to written permission of JPM. This document is for limited distribution only and cannot be distributed without approval by a JPM representative. J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 1 of 19 1.2 Supporting Documentation In addition to this Statement of Work, the Pay Connexion service is supported by the following documentation that is either delivered during the sales cycle or implementation cycle. Supporting 13ocumen Mion Contract, which includes the following: 1) Pay Connexion Service Terms, Commercial Account Agreement, and ACH Service Terms 2) Pay Connexion Standard Service Level Agreement (SLA) 3) Pay Connexion Pricing Sheet Functional Specifications Connectivity Reference Guide API Reference Guide RTI Design Specification Document Delivery Model, Timeline and Client Responsibilities Pay Connexion Hierarchy Document Requirements Document Additional Implementation Documents: 1) Application Set-up and Testing Document 2) Testing Checklist 3) Supplemental Information as it applies to your configuration Co awn 1) JPMorgan Chase Bank, N.A. authored service terms and conditions governing this service. 2) Service levels and metrics relative to this service. 3) Applicable pricing as presented to City of Fort Worth by JPM. Comprehensive application description. Delivered to City of Fort Worth once the contract is signed or a Non -Disclosure Agreement has been provided to JPM. JPMorgan Chase Bank, N.A. Pay Connexion guide to file and message formats. Delivered to City of Fort Worth once the contract is signed or a Non -Disclosure Agreement has been provided to JPM. JPMorgan Chase Bank, N.A. Pay Connexion guide to API message formats. Delivered to City of Fort Worth once the contract is signed or a Non -Disclosure Agreement has been provided to JPM. JPMorgan Chase Bank, N.A. Pay Connexion guide to the RTI feature. Delivered to City of Fort Worth once the contract is signed or a Non -Disclosure Agreement has been provided to JPM. Description of the Delivery Methodology, Timeline and Client Responsibilities Delivered to City of Fort Worth once the contract is signed or a Non -Disclosure Agreement has been provided to JPM. Description of the Pay Connexion Hierarchy and the configurable components at each level of the Hierarchy This is the basis for City of Fort Worth's Pay Connexion set-up and is tied directly to Pay Connexion Pricing. Delivered to City of Fort Worth once the contract is signed or a Non -Disclosure Agreement has been provided to JPM. Document that captures the configuration elements unique to City of Fort Worth's specific Pay Connexion application. Delivered customized to City of Fort Worth after the Implementation Kick-off Meeting Documentation is delivered to City of Fort Worth after Requirements have been finalized and the application build is complete. J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 2of19 1.3 Additional Information Question 1. Pay Connexion demonstration information What JPM Representative delivered the demo to City of Fort Worth2 Was City of Fort Worth's project team, that will be assigned to work with JPM during the Pay Connexion implementation present during the demo? 2. City of Fort Worth is aware that the Pay Connexion product is hosted on a shared platform that is configurable for only feature sets related to payment processing, not for overall look and feel? 3. The documentation listed to the right has been delivered to the City of Fort Worth. 4. City of Fort Worth is ready to assign technical and business resources to the Pay Connexion implementation effort? If No, when can City of Fort Worth commit to assigning resources? 5. Is City of Fort Worth current involved in implementation efforts for other JPM products9 If Yes, what are the other JPM products currently being implemented? Ans Jeremy Appel Yes Yes Functional Specification Connectivity Reference Guide API Reference Guide Yes No N/A J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 3 of 19 2.0 Application Definition 2.1 Summary This section describes the general functionality that J.P. Morgan will deliver to City of Fort Worth. City of Fort Worth will specify further details and specifications in the Pay Connexion Requirements Document to be completed by City of Fort Worth during the initial stages of implementation. 2.2 General Question 1. For what good or service will payments be made through your proposed Pay Connexion application? 2. Who will be the end user of your Pay Connexion application? 3. What are the frequencies that your payers currently make payments for this application? (Select all that apply) 4. How many payers currently receive invoices/bills statements for the type of payments that will be made through your Pay Connexion application? 5. What is your anticipated production live date for your Pay Connexion application? - Is a business need driving this anticipated date? If Yes, what is the business need driver? 6. Do you have a solution in place today for taking electronic payments? - If yes, what channels are used? - If yes, is this solution(s) hosted by City of Fort Worth or outsourced to a vendor? 7. How will your proposed Pay Connexion application be promoted? (Select all that apply) 8. Will convenience fees be assessed for payments? Answer Hotel Tax payments Businesses As needed. <250 ASAP understanding 16 week ` standard" cycle and client -side dependencies Cost of CC acceptance. Improve process. No N/A N/A Other No - If yes, what type of fees are you considering? N/A Please consult your Sales Specialist to better understand the payment card association rules with regard to the assessment of convenience fees 9. Will you require integration of your Pay Connexion data into JPM's Receivables Edge Product? NOTE: Please consult with your Treasury Management No Officer regarding any additional fees accessed by Receivables Edge. - Are you currently using Receivables Edge for another N/A product? What is the product? - Do you receive a data file transmission from N/A Receivables Edge today? - How would you like to see your Pay Connexion data N/A in EDGE? (Can only combine with an existing file if the file is a data file, cannot integrate with an image file) NOTE: Receivables Edge integration currently assumes that settlement accounts are the same for the principle, the convenience fee, and returns. If the convenience fee settlement account is different, then the fee transactions will not be integrated into Receivables Edge. If the returns settlement account is different, Pay Connexion returns will appear in the payment settlement account within the Receivables Edge system. 10. Does City of Fort Worth or a parent company/subsidiary already have a Pay Connexion application in either production No or implementation? — If yes, what is the biller group/pair(s) for the N/A application(s)? 1 J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1— 11/29/2011) 4 of 19 2.3 Channel Selection Channel Selection Will you be using the Pay Connexion WEB Channel? a. Will payers be Auto Logged in to the Pay Connexion WEB Channel? (Requires the use of at least one "Client Registration of Payers" types listed in Section 2.6.1 as well as the use of the Web Services WEB Session Transfer type listed in Section 2.9) b. Will you use Return Session Transfer to return clients to your WEB site after a successful payment is made, edited or cancelled on the Pay Connexion Web Channel? (Requires the use of the Web Services WEB Session Transfer Type, RTPC or the Web Services Get Payment API, and a display of the Payment Confirmation information on the Client's web site.) c. Select the languages required to be presented on the WEB Channel (English is required) d. What is the monthly volume of payments you expect through your Pay Connexion WEB Channel? e. Who will provide WEB Channel application support to City of Fort Worth's payers? Application support is defined as navigation assistance, help with "what to enter", etc. If you answered JPM above, select the languages that JPM needs to support (Spanish is the only alternative language at this tune) If you answered JPM above, what hours/days will be required for JPM's support? Will you be allowing IVR Payments through Pay Connexion? a. Will you allow Client Registered Payers or Unregistered Payers to make payments? (For Client Registered you must select one of the"Client Registration of Payers" types listed in Section 2.6.1 and are required to have numeric User IDs and Passwords) b. Select the languages required to be spoken on the IVR. (Spanish is the only alternative language at this time) c. What is the monthly volume of payments you expect through your Pay Connexion IVR Application? d. In order to access your Pay Connexion IVR application, will your payers dial the Pay Connexion IVR 800 number directly or be transferred to Pay Connexion from an existing City of Fort Worth IVR application? e. Will your payers be given the option of rolling out of the Pay Connexion IVR to reach a customer service representative? f. If you will offer a rollout option to your payers, will the rollout option be supported by City of Fort Worth's Customer Service Representatives or JPM's Customer Service Representatives? ▪ If you answered JPM above, select the languages that JPM needs to support (Spanish is the only alternative language at this time) ▪ If you answered JPM above, what hours/days will be required for JPM's support? ,/,PNi In Scope? Yes Yes Yes English <250 City of Fort Worth N/A N/A No N/A N/A N/A N/A N/A N/A N/A N/A J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 5 of 19 Channel Selection 3. Will you allow payments to be made on the Pay Connexion Administrative Channel on behalf of your payers by an Administrative Agent? a Who will be making these payments? City of Fort Worth, JPM, or Both? b What is the monthly volume of payments you expect through your Pay Connexion Administrative Application? c. If you answered "Both" above what is the percentage of the above number of payments that are expected to be handled by JPM? If you answered "JPM Only" or `Both" above, select the languages that JPM needs to support (Spanish is the only alternative language at this tune) If you answered "JPM Only" or "Both' above, what hours/days will be required for JPM s support? Will you be using the Web Services API Channel? NOTE* Web Seivices is required if the following features are being used: • Web Channel Auto Login • Web Channel Return Session Transfer • Admin Channel Session Transfer (This feature also requires a certificate exchange for mutual authentication) a Will you be registering payers, making payments, or both through Web Services? b What is the monthly volume of payments you expect to send in through Web Services? c. What is the monthly volume of payer registrations you expect to send in through Web Services? In Scope? No N/A N/A N/A N/A N/A Yes Yes <250 <10 (After Initial setup) J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 6of19 2.4 Payment Options Payment Option 1. ACH Payments (2) 2. Payment Card Payments (3) a. Credit Cards (Master Card, VISA, AMEX, Discover) b. Signature Debit Cards (Master Card and/or Visa branded only) c. ATM Cards (Pulse, Star, NYCE) (4) (Must also lecept Credit Cards rind/or Signature Debit Cards) (Must be set up on the Chase Paymentech Services Salem Platform) 3. Single Payments 4. Fixed Recurring Payments — Payer defined amount and date. (5) 5. Variable Recurring Payments - City of Fort Worth defined amount and/or date. (5) (The Pre -Registration file is required with this Payment option) (Only r egistered payers can establish, or have an Admin establish, Variable Recurring payments) (1) IVR Payments N/A N/A N/A N/A N/A WEB Channel ' web semce andtor Agent API Payments:. Payments Yes N/A N/A N/A N/A Yes N/A N/A N/A N/A N/A N/A The IVR can either be used by Registered Payers (which requires the use of one of the Client Registration Methods listed in Section 2 6.1) or Unregistered Payers. If you require both then two separate applications will need to be developed to accommodate this request (2) ACH Payments cannot be used with the IVR, if you are allowing Unregistered Payers to make payments on the IVR (5) Please consult your Sales Specialist to better understand the Payment Card Association Rules before determining the types of Payment Cards you will be using in your Pay Connexion application. It is City of Fort Worth's responsibility to understand and to adhere to all Payment Card Association Rules. The ability to process an ATM transaction is limited to highly regulated industries and these transactions have a number of other restrictions placed on them by the debit networks. Please contact your Pay Connexion Product Sales Specialist to better understand the debit network rules before selecting to use the ATM payment card option. The use of both Fixed and Variable Recurring Payments, while possible, will complicate your Pay Connexion application, as Variable Recurring requires the use of the Pre -Registration file, and Fixed Recurring does not. This may require multiple Pay Connexion Products to support both Recurring Payment types. J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 7 of 19 2.5 Electronic Statements Please note: If you elect to use Electronic Statements, you must also select one of the "Client Registration of Payers" methods listed in section 2.6.1. Paymont Options 1. Single Electronic Statements (Data Presentment Only) 2. Multiple Electronic Statements (Data Presentment Only) Requirements for Use° Must use the WEB Channel and/or Agent Payment Channel Only Payers with an email address on the Pay Connexion system can receive notification of new statement availability Must use the following files to bring in Statement/Payment Information: - Pre -Registration File and Pre -Registration Response File Must use the WEB Channel and/or Agent Payment Channel Only Payers with an email address on the Pay Connexion system can receive notification of new statement availability Must use either the Pre -Registration file or the Web Services API to bring in statement data If you answered YES above, will you send in statement information via the Pre -Registration file, or through Web Services API? If Web Service was selected, the API Reference Guide needs to be reviewed for all the specifics around the use of Web Services. 3. Electronic Statement Image Presentment 4. Electronic Statement Notification Must select 1 and/or 2 above and follow the "Requirements for Use" for the items selected. Must use the following files to associate statement images with statement data: Pre -Registration File and Pre -Registration Response File Must use the following files to bring in Statement Images: - Statement Image Archive File and Image Response File Only Payers with an email address on the Pay Connexion system can receive notification of new statement availability. Must use the following files to bring in Payor Profile preferences for Notification: - Pre -Registration File and Pre -Registration Response File in Scope? No No N/A N/A N/A J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 8of19 2.6 Payer Registration Types 2.6.1 Client Registration of Payers Client Reglstratio of Payer. Type 1. Pre -Registration File 2. Web Service Registration 3. RTI Registration 4. Administrative Channel Registration Requirements for Use In Scope? The Pre -Registration file registers payers through a batch process that is executed once daily per two pre -defined Pay Connexion file execution times (discussed dunng Implementation). Payers are registered using Client defined User IDs and Passwords. This registration type cannot be used with the following registration types: Any Registration type listed in section 2.6.2 Client Registration of payers through the Administrative Channel (Type 4 in this section) Web Services can be used to register payers in Pay Connexion. This registration type cannot be used with the following registration types: Any Registration type listed in section 2.6.2 Client Registration of payers through the Administrative Channel (Type 4 in this section) The API Reference Guide needs to be reviewed for all the specifics around the use of Web Services. SPECIAL NOTE: While payers registered through this type can also use the IVR payer payment information (amount due, due date, parameters) can only be updated through the Pre -Registration file for IVR payments. RTI Registration can be used to register payers, and validate eligibility to make payments through Pay Connection, This registration type is available for those clients using the Web and IVR channels. This registration type cannot be used with the following registration types: Any other Registration type listed in section 2.6.1 Any Registration Type listed in section 2.6.2 The RTI Design Specifications need to be reviewed for all the specifics around the use of RTI. Administrative Users can registered payers through the Pay Connexion Administrative Channel using Client defined User IDs and Passwords This registration type cannot be used with the following registration types: Type 1, 2, or 3 listed in Section 2.6.1. SPECIAL NOTE: While payers registered through this type can also use the IVR payer payment information (amount due, due date, parameters) can only be updated through the Pre -Registration file for IVR payments. Yes Yes No No J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 9 of 19 2.6.2 Payer Registration Payer Registration 'Types Require/nen% for Use Payer Self Registration allows the payers to register themselves through the WEB Channel, using Payer defined User IDs and Passwords This registration type cannot be used with the following registration 1. Self Registration through the types: WEB Channel — Types 1, 2, or 3 listed in Section 2.6.1. 2. CSR Assisted Self -Registration through the Administrative Channel This registration type requires the use of "Payor ID" (1) if ACH payments are allowed on the WEB Channel Payer CSR Assisted Self Registration allows the payers to be registered by a CSR using Payer defined User IDs and Passwords. This registration type cannot be used with the following registration types: Types 1, 2, or 3 listed in Section 2.6.1. This registration type requires the use of "Payor ID" if ACH payments are allowed on the WEB Channel (Please review the Functional Specifications on the purpose of ` Payor ID" and how it is used in Pay Connexion). In Scope? No No J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1—11/29/2011) 10 of 19 J. ' (Iowan 2.7 Unregistered Payer Payments If you are allowing payers to make unregistered payments in your Pay Connexion application, please note the ways unregistered payers will be allowed to make payments in your Pay Connexion application. An unregistered user payment is defined as a payment made by a payer that does not require a user id or password to be entered in order to access the Pay Connexion system. Channel 1. WEB Channel 2. Administrative Channel (Agents) Requirementifor _Uee In Scope? ACH Payments made by Unregistered payers on the WEB Channel are required to authenticate themselves through the use of the "Payor ID" (Please review the Functional Specifications on the purpose of "Payor ID' and how it is used in Pay Connexion). Payment Card Payments do not require the use of "Payor ID". Authentication occurs at the time the payment is confirmed ACH Payments made on behalf of Unregistered Payers through the Administrative Channel, follow the NACHA guidelines for Authentication, as discussed with your Product Sales Specialist. Payment Card payments do not have these restrictions. Payments made on the IVR for Unregistered Payers requires the use of a collected parameter, to both identify the payer so the payment can be posted to the proper account as well as will be used by the payer to cancel the payment. If you will also allow Registered Payers to make payments, Registered 3. IVR Payers will only be allowed to make unregistered payments on the IVR, and payments made through the IVR will not appear in the payer's Transaction History. 4. Web Service API Only Credit Card payments can made by an Unregistered Payer on the IVR. The API Reference Guide needs to be reviewed for all the specifics around the use of Web Services, and the Methods that can be used to make unregistered payer payments. No No No No J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1— 11/29/2011) 11 of 19 2.8 Administrative User Login Administrative Users can login to the Pay Connexion Administrative Channel either through the Login Screen, or be passed in via a Web Service API Method, that will Auto login the Administrative User to the Pay Connexion Administrative Channel. Channel 1. Administrative Channel Requirements for Use to Scope? Administrative Users can be Auto logged in to the Administrative Channel; using the User ID and Password credentials established within the Pay Connexion system The following is required to use this feature: - Administrative Users must be established through the Pay Connexion Administrative Channel with a user id and password o The Security Officer(s) established will need to create the User IDs and Passwords in the Pay Connexion System o Synchronization of passwords between the client side and Pay Connexion is the responsibility of the client. - Web Services must be used to pass in the Administrative User's credentials The API Reference Guide needs to be reviewed for all the specifics around the use of Web Services. No J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1—11/29/2011) 12 of 19 2.9 Session Transfer Types Sessions Transfers to the Pay Connexion system, which passes in payment related data required for a payer, or an administrative user, to make a payment, can be accomplished through several session transfer types, depending on the features being used by the client. 1. Web HTTPS Post Requirements for use- This type of Session Transfer utilizes HTML and an Internet POST to send payer payment information to Pay Connexion. Clients using the following features, cannot use this type of session transfer: — Auto Login of registered payers — Return Session Transfer This type of Session Transfer utilizes Web Services to send payer payment information to Pay Connexion. Clients using the following features must use this type of session transfer: - Auto Logging in registered payers for the purpose of making a payment, or managing payments and/or payment accounts 2. Web Services WEB Session — Return Session Transfer feature Transfer 3. Web Services ADMIN Session Transfer The API Reference Guide needs to be reviewed for all the specifics around the use of Web Services. NOTE: The client must be prepared to use Web Services as well as an HTTP REDIRCT in order to land the payer on the appropriate Web Channel page. This type of Session Transfer utilizes Web Services to send payer payment and administrative user information to Pay Connexion. Clients using the following features must use this type of session transfer: - Auto Logging in their Administrative Users to the Pay Connexion Administrative Channel - Passing in payer payment information to assist in Administrative User payment processing The API Reference Guide needs to be reviewed for all the specifics around the use of Web Services. NOTE: The client must be prepared to use Web Services as well as an HTTP REDIRCT in order to land the Administrative User on the appropriate Administrative Channel page. in Scope? No Yes No J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1— 11/29/2011) 13 of 19 2.10 Files and Messaging Please indicate below the Files and Messaging you will be using. Please review the Connectivity Guide for the purpose and layout of each file and message, along with special processing requirements. All Files delivered to, or received from clients, require encryption. Various options are available and will be discussed during your implementation. FileIMessage. Type" 1. Remittance File Requirements for User In Scope? This file is automatically provided to City of Fort Worth. Will you receive the remittance file through a file transmission or download the file from the Administrative Channel? SPECIAL NOTE: If City of Fort Worth will be integrating their PCX remittance data with their other receivables data through Receivables Edge, and will receive the PCX remittance data through the Receivables Edge Product, you should select `Download from Admin Channel" above, unless you want to receive two files daily, one fiom PCX and one from EDGE Must send in an initial file load and updates (deltas) every day after the initial load. 2. Pre -Registration and Pre -Registration Response Files 3. Recurring Payment File (Recurring Set-up Instructions) 4. Statement Image Archive and Image Response Files 5. CSR Admin Hierarchy Load File 6. Real Time Payment Confirmation Messaging (RTPC) Required if using the following features: IVR, if updates to amount due, due date and parameters need to be associated with the payment Variable Recurring Payments Electronic Statement Image Presentment - Paperless Enrollment This file contains the Recurring Payment Instruction changes (Start Recurring, Change Recurring, Stop Recurring), not the payments created from Recurring Payment instructions. • - Must be Recurring Payment enabled to use Required if using the following features: — Electronic Statements (Data and Image Presentment) If you require real time notification of payments that are initiated, edited, or cancelled, then R UPC is a feature that will help you achieve this. The Connectivity Guide needs to be reviewed for all the specifics around the use of RTPC, to ensure you are able to fulfill all the requirements. If City of Fort Worth will be using a secured server to accept these messages, the certificate they are using must be one JPMorgan Chase accepts. These will be available during the implementation process. If City of Fort Worth is using the Electronic Statement Feature with multiple statements, the RTPC messages will not include the detailed statement level information Detailed statements level information is communicated to City of Fort Worth through the remittance file only. Transmission Yes No No No Yes J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 14 of 19 2.11 Pay Connexion Structure Admin Orgs (Level at which service is provided by your administrative staff) Biller Groups (Level at which high-level elements like reporting segmentation, privacy policy and holidays are defined that apply to all Billers underneath) Billers * (Level at which functional elements like registration options, settlement accounts, 1VR numbers/payment buttons ate defined) Products * (Level at which payment rules like payment amount and due date rules are applied) Estimated Number. ' 1 * Pricing is based on the number of Billers and Products selected. City of Fort Worth is strongly encouraged to review the Pay Connexion hierarchy documentation with their Pay Connexion Sales Specialist to better match their application needs with the pricing. 2.12 Assumptions and Constraints r # Assumption If credit card is a payment method chosen, the appropriate Paymentech merchant processor relationship must be in 1 place including but not limited to the City of Fort Worth's execution of appropriate merchant services agreement acceptable to JPM. City of Fort Worth has obtained proper notifications and authorizations to ensure Authentication and ACH 2 Authorization are in compliance with applicable regulations and must be established as part of this effort. Connectivity must be established between City of Fort Worth and the JPM Connectivity Services Area (standard is 3 through FTP) in order to exchange files and data (if required as part of City of Fort Worth's Pay Connexion configuration). 4 City of Fort Worth's web server(s) must use either the UNIX or Windows operating systems (if required as part of City of Fort Worth's Pay Connexion configuration). City of Fort Worth must utilize encryption software in a version compatible with that used by JPM for transmitting 5 data to JPM (if required as part of City of Fort Worth's Pay Connexion configuration). 6 Both parties must display adherence to Roles and Responsibilities outlined in this document. 2.13 Additional Functionality (if applicable) Functionality:: Requirements Description J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 15 of 19 1 3.0 Roles & Responsibilities This section describes the roles responsibilities, and obligations of both City of Fort Worth and JPM as well as the general timeline for intended completion of the high level deliverables. 3.1 JPM Roles and Responsibilities JPM provides the following implementation, quality assurance, and technical support to successfully deploy City of Fort Worth's Pay Connexion service: 3.1.1 Project management, account management and technical support for City of Fort Worth's project, with a single point of contact at each project phase. 3.1.2 Project Issue Risk and Change Management with appropriate escalation procedures defined. 3.1.3 Quality assurance testing at both the unit and system level the implementation of the City of Fort Worth's Pay Connexion application. 3.1.4 Adherence to service levels as indicated in the Service Level Agreement (SLA) document once in production. 3.1.5 Project documentation storage for contract period. In addition to the tasks associated with the overall project effort, JPM will (where applicable based on the features sets selected and consistent with the options and capabilities outlined in this SOW): 3.1 6 Initiate a kick-off meeting reviewing all deliverables and setting timelines for the project completion. 3.1 7 Work to complete the Requirements Document with City of Fort Worth that will serve as the primary source of configuration data for the Pay Connexion application. 3.1.8 Provide City of Fort Worth with a detailed testing strategy and test case checklist used to validate the usability of the application as specified in the Requirements Document. 3.1.9 Configure a Pay Connexion application as specified through data collected in the Requirements Document. 3.1.10 Provide WEB/Administrative Channel Payment Button(s) or Web Service Session Transfer API Methods as specified through data collected in the Requirements Document. 3.1.12 Provide FTP specifics as specified through data collected in the Requirements Document, for use during file transfers between City of Fort Worth and Pay Connexion 3.1.13 Provide File specifics and RTPC messaging specifics as specified through data collected in the Requirements Document. 3.1.14 Provide IVR toll -free telephone number(s) as specified through data collected in the Requirements Document. 3.2 City of Fort Worth Roles and Responsibilities City of Fort Worth shall provide/perform the following (where applicable based on the feature sets selected and consistent with the options and capabilities outlined in this SOW): 3.2.1 Project Issue, Risk and Change Management with appropriate escalation procedures defined. 3.2.2 Completing the Requirements Document, and deliver any data/graphics/information required to accompany the completed Requirements Document. This signals the start of actual system development for JPM. 3.2.3 Add the pay button(s) provided by JPM to the appropriate portion of the City of Fort Worth web site(s). This necessitates additional coding to provide for the correct authentication, authorization, and other data being included in the session transfer as defined in the Requirements Document. 3.2.4 Provide phone switch to transfer existing IVR calls to the Pay Connexion IVR if needed. 3.2.5 Establish and verify connectivity: • City of Fort Worth must install appropriate encryption software for use with the JPM Connectivity Services FTP server. • City of Fort Worth must supply the necessary certificates for use with Web Services API • City of Fort Worth must have available the appropriate software to accept and respond to RTPC message data provided by JPM. 3.2.6 Establish means to validate/integrate all files and RTPC messages provided/processed by JPM. 3.2.7 Prepare and send the initial Pre -Registration file that will serve as the baseline to load consumer profile information into Pay Connexion. 3.2.8 Establish, test, and maintain the systems necessary to deliver data appropriately. 3.2.9 Require no more than the three testing cycles outline in Section 4 0 to review and approve the completed application during User Acceptance Testing (UAT), prior to application activation. J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 16 of 19 3.2.10 Comply with any additional requirements outside of Pay Connexion in order to adhere • Payments being processed with the SEC code of "PPD" need to have a marling ID and password as well as the terns and conditions related to the payment; Administrative payments. Mooran to NACHA processing guidelines. sent to payers with information on their User this pertains to all IVR payments and some • Payments being processed with the SEC code of "TEL" need to be recorded, or a letter or email confirming payment needs to be sent; this pertains to some Administrative payments and requires that payees have a "previous relationship with the client or where a payer has initiated the payment process". 3.2.11 Communicate any changes or other issues that could affect the project's success with the JPM Implementation Manager immediately. J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1—11/29/2011) 17 of 19 4.0 Project Timeline The table below lists the general tasks associated with developing a Pay Connexion Application for City of Fort Worth according to the standard offerings identified herein. The table also indicates the expected duration for each task. The below does not include any development work required by the client. A detailed project plan will be created by the Implementation Manager after the completion of Requirements Gathering. k Product/DeMi d rabies Kick-off meeting (NOTE: Kick-off Meeting is scheduled within 2 weeks of signed SOW receipt.) Requirements Gathering Pay Connexion Application Build — WEB Channel and Administrative Channel Set-up — IVR Channel set-up — RTI Set-up — Web Services Set-up (certificate loading) ACH Set-up (NOTE: UAT Testing can start without ACH Set-up being complete, however, Application Activation cannot occur until ACH Set-up is complete.) Credit/Debit/ATM Set-up (NOTE: UAT Testing can start without Credit/Debit/ATM Set-up being complete, however, Application Activation cannot occur until Credit/Debit/ATM Set-up is complete.) File Connectivity Set-up (NOTE: UAT Testing can start without File Connectivity being complete, however, UAT End -to -End testing will not be considered complete until File Connectivity has been established and tested.) UAT Testing Three phases of testing are conducted • Presentation Testing • Functional Testing • End -to -End (Full Circle) Testing (NOTE: Presentation Testing can start after the Pay Connexion Application Build is complete; End -to -End testing cannot be considered complete until all Set-up Components have been completed) Receivables Edge Set-up — Receivables Edge Reporting — Receivables Edge File Transmissions (NOTE: Receivables Edge Set-up cannot start until UAT Functional Testing is complete; and Application Activation cannot occur until Receivables Edge Set -no is complete.) JPM Call Center Set-up (NOTE: JPM Call Center Set-up cannot start until UAT Functional Testing is complete; and Application Activation cannot occur until the JPM Call Center Set-up is complete.) Application Activation Approx. Time - Requirement . 2 — 4 hours 2 — 3 calendar weeks 1 — 2 calendar weeks 6 — 8 calendar weeks 9 weeks 4 weeks 4 calendar weeks (where using a new DDA this is completed after the DDA is established at JPMorgan Chase) 6 calendar weeks (after the Paymentech agreement is signed and after requirements is completed) 4 calendar weeks 2 calendar weeks 2 calendar weeks 2 calendar weeks 2 — 4 calendar weeks (after UAT Presentation testing is complete) 10 — 12 calendar weeks (after UAT Presentation testing is complete) 8 — 10 calendar weeks (after UAT Functional Testing is complete) 1 calendar week J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 18 of 19 J2P1'viorgan.rt 5.0 Acceptance By signing this document: 5.0.1 The signer certifies that this Statement of Work and related documentation have been read and understood, and agree descriptions and provisions described therein. 5.0.2 The signer agrees to be bound by all the terms and conditions of the Pay Connexion Service Terms and Pay Connexion Se Agreement between City of Fort Worth and J.P. Morgan Bank. "C"' 5.0.3 The signer agrees to undertake all the obligations assumed by the Client under the Pay Connexion Service Te ,b "Client" inService Level Agreement shall be deemed t i the Pay Connexion Service Terms and Pay Connexion Se v ce gt o0 City of Fort Worth. Signature Printed Name Ima Susan Mania Assistant City Si. Title Date r\-3‘ I 6.0 Document Delivery Attested by: MaryJ.K Pi a 0 0 APPROVED AS TO FORM AND LB A ,1 Y i I i Assistant City At liey nibr-Zettrrt-4:7= _._1-L,. _t•..'SD.7ar••..�. ��- with the ire Level er A signed original document is to be delivered to your J.P. Morgan Pay Connexion Sales Specialist, who will then deliver it to the Pay Connexion Service Delivery Unit. The client should retain a copy of their signed SOW. • OFFICI ,,L RECORD CITY SEC" E A ~,Y FT. WOTh9 TX • J.P. Morgan Pay Connexion Statement of Work (Version 9.5.1 — 11/29/2011) 19 of 19